Appellate Practice Attorney serving New York, NY
As a general matter, a parent corporation is not liable for the obligations of its subsidiary corporation, wheher those obligations arise out of a tort, contract, or some other basis (e.g. statutory liability.) The owners of a corporation are not liable for the corporation's obligations, even if the owners are corporations themselves, except where they have agreed to be (e.g. if they guarantee the corporation's lease) or in rare circumstances when liability is imposed by law.
Assuming that the subsidiary corporation has operated properly so that there is no basis to "pierce the corporate veil", the parent corporation would not be liable, again absent its agreement, unless it had been the recipient of a fraudulent transfer from the subsidiary, in which case it could be liable to the extent of the transfer. I'm not sure what you mean by corporate looting, but if you mean that the parent siphoned off the subsidiary's assets, leaving the subsidiary unable to pay its creditors, those creditors would have a claim against the parent corporation to the extent that it improperly received money (or other assets) from the subsidiary. For example, if the subsidiary, despite owing a supplier $500, distributed $300 to its parent as a dividend and was then unable to pay the supplier, the supplier would have a claim against the parent for $300, plus interest.
Answered on Apr 16th, 2014 at 1:10 PM